TransCode Therapeutics ( (RNAZ) ) has released a notification of late filing.
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TransCode Therapeutics, Inc. has filed a Form 12b-25 to notify investors that it will delay its Annual Report on Form 10-K (Yearly Report) for the financial year ended December 31, 2025. The late filing relates specifically to the 2025 Form 10-K (Yearly Report), not to prior SEC reports, which the company states are current.
The main reason for the delay is the complex set of transactions completed on October 8, 2025, with DEFJ, LLC, involving the acquisition of ABCJ, LLC and a large preferred stock financing. These Transactions include issuing Series A Non-Voting Convertible Preferred Stock, Series B Non-Voting Preferred Stock, and contingent value rights tied to potential future milestone payments from TTX-MC138.
Because of these deals, TransCode must complete complicated accounting and disclosure work around items such as in-process R&D, goodwill, contingent consideration, deferred taxes, the technology platform, the value of preferred shares and CVRs, and any possible asset impairments. Management says these tasks could not be finished in time without unreasonable effort or expense, prompting the need for the extension.
The company expects to file its 2025 Form 10-K (Yearly Report) within the standard 15-calendar-day extension allowed under SEC Rule 12b-25. This suggests investors should anticipate the annual report relatively soon, assuming the audit and accounting work proceeds as planned.
TransCode indicates that the Transactions are expected to have had a significant impact on its fourth-quarter 2025 financial performance and capitalization compared with the prior year. While no restatements of earlier periods are anticipated, all 2025 figures remain preliminary and could change once year-end procedures, internal controls work, and the external audit are completed.
The company cautions that these preliminary views and its filing timeline are forward-looking statements, subject to risks such as delays in completing the audit or changes in accounting conclusions. Investors are warned that actual results may differ materially from current expectations and that past performance is not necessarily indicative of future results.
To demonstrate ongoing compliance, TransCode notes that all other required periodic SEC reports over the past 12 months have been filed on time. The notification is signed on behalf of the company by Chief Financial Officer Thomas A. Fitzgerald, dated March 31, 2026, underscoring management’s responsibility for the disclosure and its intent to complete the 2025 Form 10-K (Yearly Report) promptly.
The most recent analyst rating on (RNAZ) stock is a Hold with a $9.00 price target. To see the full list of analyst forecasts on TransCode Therapeutics stock, see the RNAZ Stock Forecast page.
Spark’s Take on RNAZ Stock
According to Spark, TipRanks’ AI Analyst, RNAZ is a Neutral.
The score is primarily constrained by weak financial performance (no revenue, widening losses, and ongoing cash burn), with limited valuation support due to continued losses. Offsetting factors include constructive near-term technical momentum and positive corporate developments around the pipeline and planned Phase 2a work, though high volatility and stretched oscillators temper the technical contribution.
To see Spark’s full report on RNAZ stock, click here.
More about TransCode Therapeutics
Average Trading Volume: 254,939
Technical Sentiment Signal: Sell
Current Market Cap: $7.87M
Learn more about RNAZ stock on TipRanks’ Stock Analysis page.